Pereboom Bryan Douglas 4
4 · Black Rock Coffee Bar, Inc. · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Black Rock Coffee (BRCB) 10% Owner Pereboom Disposes 5.8M Shares
What Happened
Bryan Douglas Pereboom, a reported 10% owner of Black Rock Coffee Bar, Inc. (BRCB), recorded an "Other (J)" disposition on 2026-03-20 involving 5,809,390 shares of Class C common stock and an equal number of LLC units. The Form 4 shows the shares were disposed at $0.00 (no cash proceeds reported). The filing lists two identical entries for 5,809,390 shares each, but the footnotes explain these reflect a transfer and then a distribution that resulted in Pereboom no longer having voting or investment power over those shares.
Key Details
- Transaction date: March 20, 2026 (Form filed March 23, 2026) — filing was timely.
- Reported transaction type/code: Other acquisition/disposition (Code J), derivative (linked to LLC units/Class C shares).
- Shares involved: 5,809,390 Class C shares and 5,809,390 LLC units (listed twice in filing; net effect = transfer/distribution of 5,809,390).
- Price/Proceeds: $0.00 reported (no cash consideration shown).
- Shares owned after transaction: The filing states Pereboom no longer has voting or investment power for the shares held by Viking Cake; exact post-transaction beneficial ownership totals are not specified in the filing.
- Notable footnotes:
- LLC Units correspond to membership units of the OpCo and an equal number of Class C shares; LLC Units may be redeemed or exchanged per the company's terms (F1–F2).
- Class C shares have conversion features into Class A (holder election) and automatic conversion to Class B under certain conditions (F2–F3).
- Footnote F4: Viking Cake Fuel, LLC transferred 5,809,390 Class C shares/LLC units to Viking Cake BR, LLC, which then distributed them to members — causing Pereboom to lose voting/investment power over those shares.
- Footnote F5: Pereboom’s spouse is an owner of Aureata Fuel, LLC, a recipient of Viking Cake’s distribution; Pereboom disclaims beneficial ownership of shares held by his spouse except to the extent of any pecuniary interest.
Context
This was not a cash sale on the open market but a transfer/distribution among related LLC entities and members, reported as an "Other" derivative disposition. For retail investors, note this is an ownership/control change by a large (10%) holder involving complex entity-level transfers and conversion mechanics — it does not necessarily reflect an open-market sale or a change in sentiment by an executive.
Insider Transaction Report
Form 4Exit
Pereboom Bryan Douglas
10% Owner
Transactions
- Other
LLC Units
[F1][F4][F5]2026-03-20−5,809,390→ 29,046 total(indirect: See footnote)→ Class A Common Stock (5,809,390 underlying) - Other
Class C Common Stock
[F2][F3][F4][F5]2026-03-20−5,809,390→ 29,046 total(indirect: See footnote)→ Class A Common Stock (5,809,390 underlying)
Footnotes (5)
- [F1]LLC units ("LLC Units") represent the membership units of Black Rock Coffee Holdings, LLC ("Black Rock OpCo") and an equal number of shares of Class C common stock ("Class C Common Stock") of the Issuer. Holders may elect to have Black Rock OpCo redeem their LLC Units at any time for either shares of Class A common stock ("Class A Common Stock") on a one-for-one basis or, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), a corresponding amount of cash, in either case, contributed to Black Rock OpCo by the Issuer, unless the Issuer elects, in its sole discretion (determined solely by the Issuer's independent directors who are disinterested), to effect such transaction as a direct exchange with the relevant holder. Upon any such redemption or exchange of LLC Units, the corresponding shares of Class C Common Stock will be cancelled.
- [F2]The Class C Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a one-for-one basis; provided that, at the Issuer's election (determined solely by the Issuer's independent directors who are disinterested), the Issuer may effect such exchange for a cash payment equal to a volume weighted average market price of one share of Class A Common Stock for each LLC Unit so redeemed.
- [F3]Each outstanding share of Class C Common Stock will automatically convert into one share of the Issuer's Class B common stock upon the earlier of (i) September 15, 2035 and (ii) with respect to the Reporting Person, the date on which the aggregate number of shares of Class C Common Stock held by the Reporting Person or certain of his affiliates is less than thirty-three percent (33%) of the shares of Class C Common Stock held by the Reporting Person and certain of his affiliates as of September 15, 2025.
- [F4]On March 20, 2026, (a) Viking Cake Fuel, LLC transferred a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units to Viking Cake BR, LLC ("Viking Cake") and (b) Viking Cake distributed a total of 5,809,390 shares of Class C Common Stock and an equal number of LLC Units in exchange for all of the units of membership interest in Viking Cake of certain of its members. As a result of the distribution, the Reporting Person no longer has voting or investment power for the shares held by Viking Cake.
- [F5]The Reporting Person's spouse is an equity owner of Aureata Fuel, LLC, a recipient of Viking Cake's distribution. The Reporting Person disclaims beneficial ownership of the shares beneficially owned by his spouse except to the extent of his pecuniary interest therein.
Signature
/s/ Bryan Pereboom|2026-03-23